May 15, 2023
On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.
The Cravath team is led by partners George A. Stephanakis, George F. Schoen and Andrew M. Wark and includes European counsels Roberto Bruno and Nicoleta D. Lupea, associates Cole DuMond, Samyel Lee, Wonnie Song Hall, Asher Kalman and Kristina B. Klem, and foreign associate attorney Federico Tallia on M&A matters; partners Christopher K. Fargo and Andrew T. Davis and associate Sonia Katharani-Khan on tax matters; partner Eric W. Hilfers and associate Christopher C. Gonnella on executive compensation and benefits matters; partner Margaret T. Segall and of counsel Jesse M. Weiss on regulatory matters; and partner Matthew Morreale, senior attorney Annmarie M. Terraciano and associate Star S. Gulant on environmental matters. Moritz Scheffer also worked on M&A matters and Gregg M. Rader also worked on tax matters.
Deals & Cases
November 12, 2021
On November 8, 2021, Newcrest Mining Limited (“Newcrest”) announced it has entered into an agreement to acquire all of the issued and outstanding common shares of Pretium Resources Inc. (“Pretivm”) that it does not already own by way of a Canadian Plan of Arrangement. Pretivm is the owner of the Brucejack operation in the Golden Triangle region of British Columbia, Canada. The total consideration offered values all of the outstanding common shares of Pretivm at approximately $2.8 billion, on an undiluted basis. Pretivm shareholders will be able to elect either C$18.50 in cash or 0.80847 Newcrest shares per Pretivm share, subject to proration and an aggregate cap of 50% cash and 50% Newcrest shares. Pretivm shareholders who do not elect cash or Newcrest shares (subject to proration) will receive default consideration of C$9.25 per Pretivm share in cash and 0.40427 Newcrest shares per Pretivm share. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.
Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.
Attorney Advertising. © 2023 Cravath, Swaine & Moore LLP.